-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oGMv/+ekVRtl7RgU2eLvBFaQ4d449NXnC2rWjNo5nv+7SwHIvd/CkJY3bsI9VmJf Vt1pwcqid7TuVpahNIDi3w== 0000950131-94-000280.txt : 19940307 0000950131-94-000280.hdr.sgml : 19940307 ACCESSION NUMBER: 0000950131-94-000280 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 REFERENCES 429: 033-55346 FILED AS OF DATE: 19940304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION ELECTRIC CO CENTRAL INDEX KEY: 0000100826 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 430559760 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 33 SEC FILE NUMBER: 033-52511 FILM NUMBER: 94514634 BUSINESS ADDRESS: STREET 1: P O BOX 149 CITY: ST LOUIS STATE: MO ZIP: 63166 BUSINESS PHONE: 3146213222 MAIL ADDRESS: STREET 1: P O BOX 149 CITY: ST LOUIS STATE: MO ZIP: 63166 S-3 1 FORM S-3 Registration No. 33- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------------- UNION ELECTRIC COMPANY (Exact name of registrant as specified in its charter) State of Missouri 43-0559760 (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization) 1901 Chouteau Avenue, St. Louis, Missouri 63103 (314) 621-3222 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) DONALD E. BRANDT, Senior Vice President JAMES C. THOMPSON, Secretary UNION ELECTRIC COMPANY 1901 Chouteau Avenue, St. Louis, Missouri 63103 (314) 621-3222 (Names, address, including zip code, and telephone number, including area code, of agents for service) -------------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the Registration Statement, as determined by market conditions and other factors. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] -------------------------- CALCULATION OF REGISTRATION FEE ================================================================================
Proposed Proposed maximum maximum Amount offering aggregate Amount of Title of each class of to be price offering registration securities to be registered registered per unit(1)(2) price(1) fee - ------------------------------------------------------------------------------------------- Preferred Stock.............. 944,375 shares $100 $94,437,500 $32,565 ===========================================================================================
(1) Estimated solely for purpose of calculating the registration fee. (2) Stated value of the Preferred Stock will be determined at the time of issuance, and may vary from $100, but the aggregate amount of Preferred Stock offered will in no event exceed $100,000,000. Pursuant to Rule 429 under the Securities Act of 1933, as amended, the prospectus filed as part of this registration statement will be used as a combined prospectus in connection with this registration statement and registration statement No. 33-55346. $5,562,500 aggregate stated value of Preferred Stock remains registered and unsold under registration statement No. 33-55346. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. SUBJECT TO COMPLETION - DATED MARCH , 1994 P R O S P E C T U S - ------------------- UNION ELECTRIC COMPANY CUMULATIVE PREFERRED STOCK Union Electric Company (the "Company") intends to offer from time to time, in one or more transactions, up to $100 million aggregate stated value of its Cumulative Preferred Stock, without par value, (the "New Preferred Stock") in one or more series at prices and on terms to be determined at the time or times of sale. The series designation, number of shares in each series, stated value, rate and time of payment of dividends, initial public offering price, redemption provisions, if any, and other specific terms of each series of New Preferred Stock in respect of which this Prospectus is being delivered (the "Offered Securities") will be set forth in an accompanying prospectus supplement or supplements (the "Prospectus Supplement"). -------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------------------- The Company intends to sell the New Preferred Stock through underwriters, dealers, agents or directly to a limited number of purchasers. The names of, and the principal amounts to be purchased by or through, underwriters, dealers or agents, if any, the compensation of such persons and other special terms in connection with the offering and sale of such Offered Securities will be set forth in the Prospectus Supplement. See "Plan of Distribution" herein. -------------------------- The date of this Prospectus is , 1994 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Information as of particular dates concerning directors and officers, their remuneration, the principal holders of securities of the Company and any material interest of such persons in transactions with the Company is disclosed in reports of the Company filed with the Commission. Such reports and other information can be inspected and copied at the offices of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.; 500 West Madison Street, Suite 1400, Chicago, Illinois; or in the Public Reference Room, 13th Floor, 7 World Trade Center, New York, New York. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. Such material can also be inspected and copied at the office of the New York Stock Exchange, 20 Broad Street, New York, New York. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed by the Company with the Commission pursuant to the Exchange Act (File No. 1-2967), are incorporated herein by reference: (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by Form 10-K/A filed May 5, 1993 (the "Form 10-K Annual Report"); and (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1993, June 30, 1993, and September 30, 1993 (the "Form 10-Q Reports"). All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering made by this Prospectus shall be deemed to be incorporated by reference and to be a part hereof from the date of filing of such documents; provided that all documents so filed in each year during which the offering made by this Prospectus is in effect shall not be incorporated herein by reference or be a part hereof from and after the date of filing of the Company's Annual Report on Form 10-K for such year. Any statement contained in a document incorporated herein by reference shall be deemed to be modified or superseded for all purposes to the extent that a statement contained herein or in any other subsequently filed document that is also incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person to whom this Prospectus is delivered, on the written or oral request of any such person, a copy of any or all of the documents incorporated herein by reference, other than certain exhibits to such documents. Requests for such copies should be directed to Mr. James C. Thompson, Secretary, Union Electric Company, P.O. Box 149, St. Louis, Missouri 63166, or telephone (314) 621-3222. -------------------------- Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of the Company since the date hereof. -------------------------- 2 THE COMPANY The Company, incorporated in Missouri in 1922, is successor to a number of companies, the oldest of which was organized in 1881. It is the largest electric utility in the State of Missouri and supplies electric service in territories in Missouri and Illinois having an estimated population of 2,600,000 within an area of approximately 24,500 square miles, including the greater St. Louis Area. Natural gas purchased from non-affiliated pipeline companies is distributed in 90 Missouri communities and in the City of Alton, Illinois and vicinity. The Company's principal office is at 1901 Chouteau Avenue, St. Louis, Missouri 63103 and its telephone number is (314) 621-3222. USE OF PROCEEDS As more specifically set forth in the applicable Prospectus Supplement, the Company proposes to apply the proceeds from the sale of the New Preferred Stock to redeem all or a portion of one or more outstanding series of preferred stock or to reimburse the Company's treasury for expenditures made for such purposes, or to repay all or a portion of short-term borrowings outstanding incurred to fund the Company's construction program or for working capital. RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS 1989 1990 1991 1992 1993 ---- ---- ---- ---- ---- 3.11 3.19 3.72 4.02 4.01 Earnings used in computing the Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements consist of net income plus fixed charges (interest on debt, related amortization, and the interest factor applicable to rentals) and income taxes. "Preferred Stock Dividend Requirements" represent the dividend requirement on the outstanding Preferred Stock of the Company adjusted to a pre-tax basis. DESCRIPTION OF NEW PREFERRED STOCK The following summaries of certain provisions affecting the capital stock contained in the Articles of Incorporation, as amended, and in other documents referred to below, all of which are filed as exhibits to the Registration Statement and to which reference is hereby made, do not purport to be complete and are qualified in their entirety by such reference. GENERAL. The authorized capital stock of the Company consists of 150,000,000 shares of Common Stock with the par value of $5 per share ("Common Stock"), 25,000,000 shares of Preferred Stock without par value ("Preferred Stock") and 7,500,000 shares of Preference Stock with the par value of $1 per share ("Preference Stock"). As of December 31, 1993, no shares of Preference Stock were outstanding and 3,435,116 shares of Preferred Stock were outstanding in 14 separate series. DIVIDENDS. Before any dividends on the Common Stock shall be paid or declared or set apart for payment, the Preferred Stock is entitled to cumulative cash dividends when and as declared out of funds legally available therefor, at the dividend rate fixed for the particular series as expressed in the respective designations thereof, payable quarterly on the fifteenth of February, May, August, and November in each year. 3 Dividends on the Common Stock may be declared and paid at the discretion of the Board of Directors, provided all dividends for past periods and the dividend for the current quarter on the outstanding Preferred Stock and Preference Stock have been paid or provided for, and provided that any sinking fund obligations on the outstanding Preferred Stock and Preference Stock have been met. Subject to a limitation imposed by orders of the Securities and Exchange Commission permitting the issuance of certain outstanding series of the Company's Preferred Stock, the amount of dividends payable on the Common Stock (other than dividends payable in Common Stock) is restricted to 50% of net income applicable to the Common Stock if the ratio of Common Stock plus surplus to total capital (including funded debt) is less than 20% and to 75% of such net income if such ratio is 20% or more but less than 25%. At December 31, 1993, such ratio was 52.7%. REDEMPTION PROVISIONS. Any redemption provisions applicable to a particular series of New Preferred Stock will be described in the applicable Prospectus Supplement. Generally, the Company's Preferred Stock is redeemable at the option of the Board of Directors, in whole or in part (by lot or in such other impartial manner as the Board of Directors may determine), on not less than 30 days' and not more than 60 days' prior notice, at the amount per share fixed by the Board of Directors for each series, plus an amount equal to accrued and unpaid dividends. VOTING RIGHTS. Each stockholder has one vote for each share of Common Stock, Preference Stock, and Preferred Stock, held by him; provided that whenever four quarterly dividends on the Preferred Stock and Preference Stock shall be in default, in whole or in part, and during the continuance of such default, the Common Stock, as a class, shall be entitled to elect the same number of directors as was authorized by the Articles of Incorporation immediately prior to such default, and the Preferred Stock, as a class, and the Preference Stock, as a class, shall each be entitled to elect two additional directors; and provided further, that whenever four quarterly dividends on the Preference Stock only shall be in default, in whole or in part, and during the continuance of such default, the Common Stock and the Preferred Stock, voting together as a single class, shall be entitled to elect the same number of directors as was authorized by the Articles of Incorporation immediately prior to such default, and the Preference Stock, as a class, shall be entitled to elect two additional directors. Each stockholder is entitled to cumulative voting at all elections of directors, such right, in case of class voting during a default, being applicable to the number of directors to be elected by the particular class. No amendment to the Articles of Incorporation which would change the provisions thereof relating to cumulative voting, quorum requirements or preemptive rights, in any manner substantially prejudicial to the holders of any class of stock shall be made without the consent of at least two-thirds of all of the capital stock. No amendment to the Articles of Incorporation creating or increasing shares of Preferred Stock or Preference Stock shall be made without the consent of a majority of the Common Stock. No amendment to the Articles of Incorporation which would change the express terms of the Preferred Stock in any manner substantially prejudicial to the holders thereof, shall be made, except as referred to below and except for any change in the number of the Board of Directors, without the consent of at least three-fourths of the Preferred Stock. The Company shall not, without the consent of at least two-thirds of the Preferred Stock (1) sell any shares of Preferred Stock or any senior or parity stock, unless net earnings for a period of twelve consecutive calendar months within the fifteen calendar months immediately preceding such action are at least two and one-half times the annual dividend requirements on the Preferred Stock and senior or parity stock to be outstanding immediately after such action; (2) create any class of senior stock; (3) increase the authorized number of shares of Preferred Stock; (4) reclassify outstanding shares of junior stock into shares of parity or senior stock; (5) make any distribution out of capital or capital surplus (other than 4 dividends payable in junior stock) to holders of junior stock; or (6) issue any shares of Preferred Stock or parity or senior stock, if the stated capital to be represented by the Preferred Stock and such other stock outstanding immediately after such issue would exceed the stated capital to be represented by shares of junior stock, increased by the amount of any capital surplus or reduced by the amount of any deficit. In addition to the above voting requirements contained in the Company's Articles of Incorporation, under Missouri law holders of the Preferred Stock have the right to vote as a class on any amendment to the Company's Articles of Incorporation that would adversely affect such stock's rights, privileges and preferences. LIQUIDATION RIGHTS. Before any distribution may be made to the holders of the Common Stock and the Preference Stock, in the event of any voluntary liquidation the holders of the Preferred Stock shall be entitled to be paid in cash the amount per share fixed by the Board of Directors for each series. In the case of the New Preferred Stock, the voluntary liquidation price is the same as the applicable redemption price fixed by the Board of Directors or, in respect of any period when no redemption price is so fixed, the stated value per share. In the event of any involuntary liquidation the holders of the outstanding Preferred Stock shall be entitled to be paid in cash the amount per share fixed for the respective series, and the holders of the New Preferred Stock shall be entitled to be paid in cash the stated value thereof, plus, in each case, an amount equal to accrued and unpaid dividends. CONVERSION PROVISIONS. The outstanding Series of Preferred Stock have no conversion rights. The Board of Directors may fix the terms and conditions upon which shares of a particular series of authorized but unissued Preferred Stock shall be convertible into, or exchangeable for, shares of any other class or classes of capital stock, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment thereof, if any. If applicable, conversion rights on the New Preferred Stock will be described in a Prospectus Supplement. OTHER PROVISIONS. The Preferred Stock has no preemptive rights. The New Preferred Stock, when issued, will be validly issued, fully paid and non- assessable. The Articles of Incorporation authorize the Company to purchase its capital stock and contain no restriction on the purchase of its Preferred Stock when dividends are in arrears. TRANSFER AGENTS AND REGISTRARS. The Company serves as transfer agent and registrar for its Preferred Stock. EXPERTS The financial statements incorporated in this Prospectus by reference to the Form 10-K Annual Report, have been so incorporated in reliance on the report of Price Waterhouse, independent accountants, given on the authority of said firm as experts in auditing and accounting. The statements as to matters of law and legal conclusions included in the Company's Form 10-K Annual Report and the Form 10-Q Reports incorporated by reference in this Prospectus, and such statements included in this Prospectus have been prepared under the supervision of, and reviewed by, William E. Jaudes, Vice President and General Counsel of the Company and such statements are made and incorporated or included herein in reliance on the authority of Mr. Jaudes as an expert. Mr. Jaudes is a full-time employee of the Company, and at December 31, 1993, owned 4,384 shares of the Company's Common Stock. 5 LEGAL OPINIONS The legality of the New Preferred Stock will be passed upon for the Company by William E. Jaudes, Vice President and General Counsel of the Company. Certain legal matters will be passed upon for any underwriters, dealers or agents by Winthrop, Stimson, Putnam & Roberts, New York, New York. PLAN OF DISTRIBUTION The Company may sell the New Preferred Stock in any of three ways: (i) through underwriters or dealers, (ii) directly to a limited number of purchasers or to a single purchaser or (iii) through agents. The Prospectus Supplement with respect to any series of Offered Securities will set forth the terms of the offering thereof, including the name or names of any underwriters, the purchase price of such Offered Securities and the net proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price of such Offered Securities, any discounts or concessions allowed or reallowed or paid to dealers, and the names of and exchanges on which the Offered Securities are proposed to be listed for trading or, if no such listing is proposed, the extent, if any, to which underwriters intend to make a market in such Offered Securities. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If underwriters are used in the sale, the New Preferred Stock will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of the sale. The New Preferred Stock may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more underwriting firms. The underwriter or underwriters with respect to a particular underwritten offering of Offered Securities will be named in the Prospectus Supplement relating to such offering and, if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover page of such Prospectus Supplement. Unless otherwise set forth in a Prospectus Supplement, the obligations of the underwriters to purchase the Offered Securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all such Offered Securities if any are purchased. If New Preferred Stock is sold through agents designated by the Company, the applicable Prospectus Supplement will set forth the name of any agent involved in the offer or sale of the Offered Securities and any commissions payable by the Company to such agent. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. If so indicated in the Prospectus Supplement, the Company will authorize underwriters or dealers to solicit offers by certain specified institutions to purchase New Preferred Stock from the Company at the public offering price set forth in the Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject to those conditions set forth in the Prospectus Supplement, and the Prospectus Supplement will set forth the commission payable for solicitation of such contracts. Agents and underwriters may be entitled under agreements entered into with the Company to indemnification by the Company against certain civil liabilities, including certain liabilities under the Securities Act of 1933, as amended, and to contributions from the Company for payments that such agents and underwriters may be required to make in respect thereof. The place and time of delivery for the New Preferred Stock in respect of which this Prospectus is delivered are set forth in the accompanying Prospectus Supplement. 6 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution.
Filing fee for registration statement......... $ 32,565* Fees charged by state regulatory commissions.. 3,000 Printing expenses............................. 30,000 Fees and expenses of Accountants.............. 30,000 "Blue Sky" fees and expenses.................. 10,000 Expenses related to listing................... 20,000 Rating agencies fees.......................... 60,000 Miscellaneous expenses........................ 14,435 -------- Total............................... $200,000 ========
- ----------------- * Actual. All other expenses are estimated. Item 15. Indemnification of Directors and Officers. The By-Laws of the Company provide that each person who now is or hereafter becomes a director or officer shall be indemnified by the Company to the maximum extent permitted by law against all judgments, expenses and settlements incurred in connection with any direct or third party civil action or any criminal claim against that person arising by reason of the fact that the person is or was serving as a director or officer of the Company; subject, however, to the statutory restriction that the Company cannot indemnify any person if that person's conduct is adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. Partial indemnification, to the extent permitted by law and public policy, is permitted in instances where full indemnification is not permitted. And, where full indemnification is prohibited, such person nevertheless shall have a right of contribution to the extent permitted by law and public policy in situations where said party is held jointly liable with the Company. The aforesaid right to indemnification is not exclusive of any other right to indemnification that such persons may be entitled under any contract or agreement. The Company has contracted with each director to provide indemnification to the maximum extent permitted by law and public policy for any and all expenses (including judgments, fines, attorneys' fees and amounts paid in settlement) incurred by said director in his capacity as a director. Section 351.355 R.S.Mo. 1986 also provides for indemnification by a corporation of each director and officer in connection with any civil or criminal action unless said person's conduct is adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. Subject to certain exceptions, the directors and officers of the Company are insured for loss up to $25,000,000 resulting from any claim or claims made against them, including claims arising under the Securities Act of 1933 and caused by any negligent act, any error, any omission or any breach of duty while acting in their capacities as officers or directors, and the Company is identically insured to the extent that it shall have indemnified the directors and officers for such loss (subject to a deductible of $2,000,000 with respect to each loss). The premiums for such insurance are paid by the Company. II-1 Item 16. Exhibits. Exhibits Filed Herewith The following exhibits are filed herewith and made a part hereof:
EXHIBIT NO. DESCRIPTION - ----------- ----------- 1 - Form of Underwriting Agreement. 4 - Form of Certificate of Designation, Description, and Terms of the New Preferred Stock. 5 - Opinion of William E. Jaudes, Vice President and General Counsel of the Company, including consent. 12 - Statement re computation of ratio of earnings to fixed charges and preferred stock dividend requirements. 23 - Consent of Independent Accountants. 24 - Powers of Attorney.
Exhibits Incorporated By Reference
EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 - Order of the Securities and Exchange Commission dated October 16, 1945 in File No. 70-1154 permitting the issue of Preferred Stock, $3.70 Series. (Registration No. 2-27474, Exhibit 3-E.) 4.2 - Order of the Securities and Exchange Commission dated April 30, 1946 in File No. 70-1259 permitting the issue of Preferred Stock, $3.50 Series. (Registration No. 2-27474, Exhibit 3-F.) 4.3 - Order of the Securities and Exchange Commission dated October 20, 1949 in File No. 70-2227 permitting the issue of Preferred Stock, $4.00 Series. (Registration No. 2-27474, Exhibit 3-G.) 4.4 - Articles of Incorporation of the Company and all amendments thereto filed with the Secretary of State of Missouri on or prior to November 30, 1963. (Registration No. 2-24089, Exhibit 3-A-1.)
II-2 4.5 - Certificates of Amendment to Articles of Incorporation Dated as of File Reference Exhibit No. ----------- -------------- ----------- June 1, 1966 2-58274 2.3 November 9, 1967 Form 8-K, November 1967 2 January 10, 1969 Form 8-K, January 1969 1 November 19, 1969 Form 8-K, November 1969 2 August 10, 1970 (2) 2-38212 2-G April 22, 1971 Form 8-K, April 1971 3 December 14, 1972 Form 8-K, December 1972 3 April 1, 1974 (2) 2-52218 2.10 October 22, 1974 2-52218 2.10 November 21, 1974 2-52218 2.11 October 16, 1975 (3) 2-54869 2.3 October 6, 1977 Form 10-K, 1977 6.2 July 10, 1978 (2) 2-62348 2.3 April 11, 1979 2-64291 2.3-A November 27, 1979 2-65874 2.2A June 2, 1980 2-69821 3.3 June 18, 1980 2-69821 3.3 November 19, 1980 2-69821 3.4 June 17, 1981 Form 10-Q, June 30, 1981 4 November 19, 1981 2-75191 3.3 February 3, 1982 2-75191 3.4 May 4, 1982 2-75191 3.5 November 18, 1982 2-80394 3.3 May 6, 1983 Form 10-Q, March 31, 1983 3 June 13, 1983 Form 10-Q, June 30, 1983 3 November 28, 1983 Form 10-K, 1983 3.3 December 27, 1983(5) Form 10-K, 1983 3.4 December 30, 1983(3) Form 10-K, 1983 3.5 June 6, 1984 2-96198 3.3 July 13, 1984 2-96198 3.4 November 21, 1984 2-96198 3.5 June 3, 1985 Form 10-K, 1985 3.3 August 20, 1985 Form 10-K, 1985 3.4 November 20, 1985 Form 10-K, 1985 3.5 June 4, 1986 Form 10-K, 1986 3.3 August 19, 1986 Form 10-K, 1986 3.4 November 21, 1986 Form 10-K, 1986 3.5 February 19, 1987 Form 10-K, 1986 3.6 May 20, 1987 Form 10-K, 1987 3.3 May 20, 1987 Form 10-K, 1987 3.4 June 3, 1987 Form 10-K, 1987 3.5 August 18, 1987 Form 10-K, 1987 3.6 May 6, 1988 Form 10-K, 1988 3.3 June 6, 1988 Form 10-K, 1988 3.4 August 18, 1988 Form 10-K, 1988 3.5
II-3
Dated as of File Reference Exhibit No. - -------------------------- --------------- ----------- August 18, 1988 Form 10-K, 1988 3.6 - -------------------------- --------------- --- February 17, 1989 Form 10-K, 1988 3.7 June 5, 1989 Form 10-K, 1989 3.3 August 24, 1989 Form 10-K, 1989 3.4 May 10, 1990 Form 10-K, 1990 3.3 June 5, 1990 Form 10-K, 1990 3.4 January 13, 1993 Form 10-K, 1992 3.3
Note: Reports of the Company on Forms 8-K and 10-K are on file with the SEC under file number 1-2967. Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless II-4 in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (6) That (1) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424 (b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and (2) for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, and State of Missouri, on the 4th day of March, 1994. Union Electric Company (Registrant) Charles W. Mueller President and Chief Executive Officer By /s/ James C. Thompson ------------------------------------- (James C. Thompson, Attorney-in-Fact) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- Charles W. Mueller PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR (PRINCIPAL EXECUTIVE OFFICER) Donald E. Brandt SENIOR VICE PRESIDENT (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) Sam B. Cook DIRECTOR William E. Cornelius DIRECTOR Thomas A. Hays DIRECTOR By /s/ James C. Thompson March 4, 1994 ------------------------------------- (James C. Thompson, Attorney-in-Fact) Thomas H. Jacobsen DIRECTOR Richard A. Liddy DIRECTOR John Peters MacCarthy DIRECTOR Paul L. Miller, Jr. DIRECTOR Robert H. Quenon DIRECTOR Harvey Saligman DIRECTOR Janet McAfee Weakley DIRECTOR
II-6 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE - ----------- ----------- ---- 1 - Form of Underwriting Agreement. 4 - Form of Certificate of Designation, Description, and Terms of the New Preferred Stock. 5 - Opinion of William E. Jaudes, Vice President and General Counsel of the Company, including consent. 12 - Statement re computation of ratio of earnings to fixed charges and preferred stock dividend requirement. 23 - Consent of Independent Accountants. 24 - Powers of Attorney.
EX-1 2 UNDERWRITING AGREEMENT EXHIBIT 1 --------- DRAFT 2/10/94 [FORM OF UNDERWRITING AGREEMENT] _________ Shares UNION ELECTRIC COMPANY Cumulative Preferred Stock, $_____ Series Stated Value $___ Per Share UNDERWRITING AGREEMENT ---------------------- ________, 199_ [NAME(S) AND ADDRESS(ES) OF REPRESENTATIVE(S)] As Representative(s) of the several Underwriters named in Schedule II hereto Dear Sirs: Union Electric Company, a Missouri corporation (the "Company"), confirms its agreement with you and each of the other underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, with respect to the sale by the Company and the purchase by the Underwriters of _________ shares of the Company's Cumulative Preferred Stock, $_____ Series, described in Schedule I hereto (the "Stock"). The Stock is to be issued under the Company's articles of incorporation, as amended, and shall have the designations, preferences, rights, powers and restrictions set forth therein and in a proposed certificate of designations fixing the designation, description and terms of the Stock, which certificate shall have the effect of amending the Company's articles of incorporation and establishing the Stock as a new series of the Company's Preferred Stock, without par value. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. 1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (c) hereof. (a) The Company meets the requirements for the use of Form S-3 under the Securities Act of 1933 (the "Act") and has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement (File No. 33-55346)("Registration Statement No. 33-55346") on such form S-3 for the registration under the Act of the offering and sale of up to $80,000,000 aggregate stated value of its Cumulative Preferred Stock, without par value. Registration Statement No. 33-55346 was declared effective by the Commission on December 11, 1992. While an aggregate stated value of $5,562,500 of such Cumulative Preferred Stock, without par value, remained unsold, the Company also filed with the Commission a Registration Statement (File No. 33-_____)("Registration Statement No. 33- _____") on such form for the registration of an additional $94,437,500 aggregate stated value of its Cumulative Preferred Stock, without par value, including a combined basic prospectus relating, pursuant to Rule 429 under the Act, to an aggregate of $100,000,000 stated value of Cumulative Preferred Stock, without par value, including the Stock. The Company may have filed one or more amendments thereto, and may have used a Preliminary Prospectus, each of which has previously been furnished to you. Registration Statement No. 33-_____, as so amended, has become effective. The offering of the Stock is a Delayed Offering and, although such combined basic prospectus may not include all the information with respect to the Stock and the offering thereof required by the Act and the rules thereunder to be included in the Final Prospectus, such combined basic prospectus includes all such information required by the Act and the rules thereunder to be included therein as of the Effective Date. The Company will next file with the Commission pursuant to Rules 415 and 424(b)(2) or (5) a final supplement to the form of combined basic prospectus included in Registration Statement No. 33-_____ relating to the Stock and the offering thereof. As filed, such final prospectus supplement shall include all required information with respect to the Stock and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in such combined basic prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. (b) On the Effective Date, the Registration Statement - 2 - did or will, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus (and any supplement thereto) will comply in all material respects with the applicable requirements of the Act, the Securities Exchange Act of 1934 (the "Exchange Act") and the respective rules thereunder; on the Effective Date, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the Effective Date, the Final Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto). (c) The terms which follow, when used in this Agreement, shall have the meanings indicated. With respect to each of Registration Statement No. 33-55346 and Registration Statement No. 33-_____, the term "Effective Date" shall mean the later of each date that such registration statement initially became effective, each date that any post-effective amendment or amendments thereto became or become effective or the date of the filing of the Company's most recent Annual Report on Form 10-K. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Basic Prospectus" shall mean the combined basic prospectus referred to in paragraph (a) above contained in Registration Statement No. 33-_____ at the Effective Date. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Basic Prospectus which describes the Stock and the offering thereof and is used prior to filing of the Final Prospectus. "Final Prospectus" shall mean the prospectus supplement relating to the Stock that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic Prospectus. "Registration Statement" shall mean Registration Statement No. 33-55346 and Registration Statement No. 33-_____, including in each case incorporated documents, exhibits and financial statements, each as amended to the Execution Time and, in the event any post effective amendment to any such registration statement becomes effective prior to the Closing Date (as hereinafter - 3 - defined), shall also mean such registration statement as so amended. "Rule 415", "Rule 424", "Rule 429" and "Regulation S-K" refer to such rules or regulation under the Act. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the initial effective date of Registration Statement No. 33- _____ or the issue date of the Basic Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. A "Delayed Offering" shall mean an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. 2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the number of shares of the Stock set forth opposite such Underwriter's name in Schedule II hereto. The Company agrees to pay to the Representatives for the respective accounts of the several Underwriters as compensation for the commitments and services contemplated by this Agreement the underwriting commission set forth in Schedule I hereto. 3. Delivery and Payment. Delivery of and payment for the Stock shall be made on the date and at the time specified in Schedule I hereto (or such later date not later than five business days after such specified date as the Representatives shall designate), which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Stock being herein called the "Closing Date"). Delivery of the Stock shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in next day funds. Concurrently with the delivery of and payment for the Stock, the - 4 - Company will pay to the Representatives for the respective accounts of the several Underwriters, against receipt therefor, the aggregate underwriting commission of the Underwriters to or upon the order of the Representatives by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in next day funds. Delivery of the Stock shall be made at such location as the Representatives shall reasonably designate at least one business day in advance of the Closing Date and payment for the Stock shall be made at the office specified in Schedule I hereto. Certificates for the Stock shall be registered in such names and in such denominations as the Representatives may request not less than three full business days in advance of the Closing Date. The Company agrees to have the Stock available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. 4. Covenants of the Company. The Company covenants with each Underwriter that: (a) The Company will use its best efforts to cause any post-effective amendment to the Registration Statement, if not effective at the Execution Time, to become effective. Prior to the termination of the offering of the Stock, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Basic Prospectus (other than a prospectus supplement relating solely to an offering of the Company's Cumulative Preferred Stock other than the Stock) unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when any post-effective amendment to the Registration Statement, if not effective at the Execution Time, shall have become effective; (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b); (iii) when, prior to termination of the offering of the Stock, any amendment to the Registration Statement shall have been filed or become effective; (iv) of any request by the Commission for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information; (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that - 5 - purpose; and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Stock is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance. (c) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (d) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of Registration Statement No. 33- 55346 and Registration Statement No. 33-_____ (including, in each case, exhibits thereto), all amendments thereto relating to the Stock and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering. (e) The Company will cooperate in good faith with the Representatives in qualifying the Stock for offer and sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Stock, and will arrange for the determination of the legality of the Stock for purchase by institutional investors. (f) Until the business date set forth on Schedule I hereto, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, by public offering, or announce the public offering of, any of the Company's Cumulative - 6 - Preferred Stock other than the Stock. 5. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Stock shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to the Representatives the opinion of William E. Jaudes, Vice President and General Counsel of the Company, dated the Closing Date, to the effect that: (i) the Company is a corporation duly organized and validly existing and in good standing under the laws of Missouri and has due corporate power and authority to own its properties and conduct its business as described in the Final Prospectus, and is duly qualified to conduct in Illinois and Iowa the businesses in which it is engaged in those States, which are the only States in which it is required to be so qualified; (ii) the Company's authorized equity capitalization is as set forth in the Final Prospectus; (iii) a certificate of designations amending the Company's articles of incorporation and authorizing and establishing the terms of the Stock has been duly filed in the office of the Secretary of State of the State of Missouri and is effective; the Stock has been duly and validly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; and the certificates for the Stock are in valid and sufficient form; (iv) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract - 7 - or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit, which is not described or filed as required; and the statements included or incorporated in the Final Prospectus describing any legal proceedings or material contracts or agreements relating to the Company fairly summarize such matters; (v) Registration Statement No. 33-55346 and Registration Statement No. 33-_____ have each become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened; at the Effective Date, the Registration Statement and, at the time first filed pursuant to Rule 424(b), the Final Prospectus (in each case, other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no opinion) complied as to form in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; and such counsel has no reason to believe that at the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that at the time first filed pursuant to Rule 424(b) and at the Closing Date the Final Prospectus included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vi) the Company has full power and authority to execute this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; (vii) the Missouri Public Service Commission and the Illinois Commerce Commission have duly authorized the issue and sale of the Stock; such authorizations are sufficient for the issue and sale of the Stock and are in full force and effect; no other approval or consent of or filing with any other governmental body, including without limitation any regulatory body of the State of Iowa (other than in connection or compliance with the provisions of the securities or "blue sky" laws of any jurisdiction, as to which such counsel - 8 - expresses no opinion), is legally required in connection with the execution and delivery of this Agreement or the authorization, issuance and sale of the Stock; (viii) the execution and delivery of this Agreement and the issuance and sale of the Stock, and the fulfillment of the terms hereof and thereof by the Company, will not result in a breach of any of the terms or provisions of, or constitute a default under any provision of the Company's articles of incorporation or by-laws or any indenture, mortgage, deed of trust or other agreement or instrument, of which such counsel has knowledge, to which the Company is now a party or, to the best of such counsel's knowledge, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its activities or properties; (ix) the Stock and the provisions of the Company's articles of incorporation, as amended, conform in all material respects as to legal matters to the statements concerning them contained in the Final Prospectus under "Description of New Preferred Stock" and "Description of Offered Securities"; (x) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement; no shareholders of the Company are entitled to preemptive or other similar rights to subscribe for the Stock; and no vote or other authorization of any shareholders of the Company is required to permit the issuance and sale of the Stock; (xi) the franchises, permits and licenses under which the Company operates in the States of Missouri, Illinois and Iowa are adequate to permit the Company to engage in the businesses which it presently conducts in those States and do not contain any unduly burdensome provisions; in those municipalities where the Company operates without franchises or where expired franchises have not been renewed, the lack of such franchises does not materially affect the Company's operations in such municipalities and no actions or proceedings are pending or, to such counsel's knowledge, threatened by such municipalities which would materially affect the Company's operations; (xii) the Company is exempt from all of the provisions of the Public Utility Holding Company Act of 1935, except Sections 9(a)(2) and 11(b)(2) thereof; and [(xiii) the statements contained in the Final Prospectus under "Description of Offered Securities - - 9 - Certain Tax Matters" regarding the treatment of dividends on the Stock for Federal income tax purposes are accurate in all material respects.] Such opinion shall also state that such counsel has no knowledge of any litigation, pending or threatened, which challenges the validity of the Stock or this Agreement, or which seeks to enjoin the performance of the Company's obligations thereunder or which might have a material adverse effect on the business, properties or financial condition of the Company except as disclosed in or contemplated by the Final Prospectus. In rendering such opinion, such counsel may rely as to factual matters upon certificates or written statements from others or other appropriate representatives of the Company or upon certificates of public officials. In such opinion, such counsel may state that while such counsel has examined the Registration Statement and the Final Prospectus, such counsel necessarily assumes the correctness and completeness of the statements made and information included therein and takes no responsibility therefor, except insofar as such statements relate to him and as set forth in paragraph (ix) above. Such counsel's opinion may further state that it is addressed to the Underwriters and is rendered solely for their benefit and may not be relied upon in any manner by any other person (other than Winthrop, Stimson, Putnam & Roberts to the extent stated in its opinion to the Underwriters as of the Closing Date) without such counsel's prior written consent. (c) The Representatives shall have received from Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Stock, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus, any supplement to the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the - 10 - Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the respective dates as of which information is given in the Registration Statement, there has not been any material adverse change in the condition, financial or otherwise, of the Company, or in the earnings, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto). (e) At the Closing Date, Price Waterhouse shall have furnished to the Representatives a letter or letters (which may refer to letters previously delivered to one or more of the Representatives), dated as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and stating in effect that: (i) in their opinion, the audited financial statements and financial statement schedules included or incorporated in the Registration Statement and the Final Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and principal committees of the Company; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to transactions and events subsequent to the date of the most recent audited financial statements in or incorporated in the Final Prospectus, nothing came to their attention which caused them to believe that: - 11 - (1) any unaudited financial statements included or incorporated in the Registration Statement and the Final Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Final Prospectus; (2) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information), audited or unaudited, in or incorporated in the Registration Statement and the Final Prospectus, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the capital stock or the long-term debt of the Company as compared with the amounts shown in the most recent financial statements included or incorporated in the Registration Statement and the Final Prospectus except in all instances changes which the Registration Statement discloses have occurred or may occur or as may result from the retirement of preferred stock to satisfy a mandatory sinking fund requirement, the issuance of common stock pursuant to the Company's Employee Stock Ownership Plan, and its issuance or retirement of long-term debt through the nuclear fuel lease, or for the twelve-month period ended not more than five days prior to the date hereof there were any decreases in excess of 3%, as compared with the comparable information for the twelve months ended as of the date of the most recent financial statements referred to above, in operating revenues, operating income, net income, earnings on common stock, earnings per share of common stock, or ratio of earnings to fixed charges, except in all instances for decreases which the Registration Statement discloses have occurred or may occur, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (3) the amounts included in any unaudited "capsule" information included or incorporated in - 12 - the Registration Statement and the Final Prospectus do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated in the Registration Statement and the Final Prospectus; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement and the Final Prospectus, including the information included or incorporated in the Company's Annual Report on Form 10-K, incorporated in the Registration Statement and the Prospectus, and the information included in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated in the Company's Quarterly Reports on Form 10-Q, incorporated in the Registration Statement and the Final Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation. References to the Final Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. In addition, at the Execution Time, Price Waterhouse shall have furnished to the Representatives a letter or letters, dated as of the Execution Time, in form and substance satisfactory to the Representatives, to the effect set forth above. (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 5 which is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Stock as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto). (g) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company's securities by any "nationally recognized statistical rating - 13 - organization" (as defined for purpose of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (h) The issuance and sale of the Stock as contemplated in this Agreement and in the Final Prospectus shall have been duly authorized and approved by orders of the Missouri Public Service Commission and the Illinois Commerce Commission and such orders shall be in full force and effect at the Closing Date, and no authorization or approval of any other governmental regulatory authority shall be required in connection with the authorization, issuance and sale of the Stock by the Company. (i) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing. 6. Reimbursement of Underwriters' Expenses. If the sale of the Stock provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Stock. 7. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act as follows: (i) against any and all loss, liability, claim, - 14 - damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such untrue statement or omission or such alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto); (ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by you) reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above. (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 7, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any Preliminary Prospectus or the Final Prospectus (or any - 15 - amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. (d) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in subsections (a) or (b) of this Section 7 is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and one or more of the Underwriters in such proportions as will reflect the relative benefits from the offering of the Stock received by the Company on the one hand and by the Underwriters on the other hand, provided that if the Stock is offered by Underwriters at an initial public offering price set forth in a Prospectus Supplement, the relative benefits shall be deemed to be such that the Underwriters shall be responsible for that portion of the aggregate losses, liabilities, claims, damages and expenses represented by the percentage that the underwriting discount appearing in such Prospectus Supplement bears to the initial public offering price appearing therein and the Company shall be responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 the Act shall have the same rights to contribution as the - 16 - Company. 8. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the shares of the Stock agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of shares of the Stock set forth opposite their names in Schedule II hereto bears to the aggregate number of shares of the Stock set forth opposite the names of all the remaining Underwriters) the Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, ----------------- that in the event that the aggregate number of shares of the Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of shares of the Stock set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Stock, and if such nondefaulting Underwriters do not purchase all of the Stock, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. 9. Termination. The Representatives may terminate this Agreement immediately upon notice to the Company, at any time at or prior to the Closing Date (i) if there has been, since the Execution Time or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or (ii) if there has occurred any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Representatives, impracticable to market the Stock or to enforce contracts for the sale of the Stock, or (iii) if trading in the Common Stock of the Company has been suspended by the Commission or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or - 17 - by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal, Missouri, Iowa, Illinois or New York authorities. 10. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and shall survive delivery of and payment for the Stock. The covenants set forth in Section 4(c) and the provisions of Sections 6, 7 and 13 hereof and the provisions of this Section 10 shall survive the termination or cancellation of this Agreement. 11. Notices. All communications hereunder shall be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telegraphed and confirmed, to__________________________________, Attention: ___________________________________; or, if sent to the Company, shall be mailed, delivered or telegraphed and confirmed to it at 1901 Chouteau Avenue, Post Office Box 149, St. Louis, Missouri 63166, Attention: Donald E. Brandt, Senior Vice President -Finance and Corporate Services and Chief Financial Officer. 12. Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and the directors and officers referred to in Section 7, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons, directors and officers and for the benefit of no other person, firm or corporation. No purchaser of any Stock from any Underwriter shall be deemed to be a successor by reason merely of such purchase. 13. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 14. This Agreement may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. - 18 - If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, Union Electric Company By:____________________________ Title: Senior Vice President CONFIRMED AND ACCEPTED as of the date first above written. [NAME OF REPRESENTATIVE(S)] By: _________________________________ ____________________________ By: Title: For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. - 19 - SCHEDULE I Underwriting Agreement dated ______________, 199_ Representatives: Title, Purchase price and Description of Stock: Title: Cumulative Preferred Stock, $______ Series, Stated Value $__ Per Share Number of Shares: Purchase price (include accrued dividends, if any): $_____ per share Underwriting commission: $_____ per share Sinking fund provisions: [None] Redemption provisions: [The Stock is redeemable at the option of the Company, in whole or in part, at any time, on not less than 30 days' and not more than 60 days' prior notice at $ per share, together with accrued and unpaid dividends to the date fixed for redemption; provided, however, that none of the shares of the Stock may be redeemed prior to ________________, 199_.] Closing Date, Time and Location: 10:00 A.M., New York City time, on __________, 199_, at the offices of Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, New York, New York, 10004 Date referred to in Section 4(f) after which the Company may offer or sell by public offering its Cumulative Preferred Stock other than the Stock without the consent of the Representatives: _____________, 199_. - 20 - SCHEDULE II
Number of Shares to Underwriters be Purchased - ------------ ------------ ..................................... - --------------------------- ..................................... - --------------------------- Total................................................. ============
- 21 - EX-4 3 DESC/TERMS OF PREF STOCK EXHIBIT 4 UNION ELECTRIC COMPANY Certificate of Designation, Description and Terms of Preferred Stock, $ Series Union Electric Company, a corporation of the State of Missouri (hereinafter called the "Company") by its Vice President, DOES HEREBY CERTIFY as follows: 1. That pursuant to the Certificate of Amendment of Articles of Incorporation of the Company filed in the office of the Secretary of State of Missouri on July 10, 1978, the Company has authorized 25,000,000 shares of Preferred Stock without par value, of which 330,000 shares of Preferred Stock, $7.64 Series, 330,001 shares of Preferred Stock, $7.44 Series, 300,000 shares of Preferred Stock, $6.40 Series, 7,020 shares of Preferred Stock, $6.30 Series, 14,000 shares of Preferred Stock, $5.50 Series A, 3,000 shares of Preferred Stock, $5.50 Series B, 20,000 shares of Preferred Stock, $4.75 Series, 200,000 shares of Preferred Stock, $4.56 Series, 213,595 shares of Preferred Stock, $4.50 Series, 40,000 shares of Preferred Stock, $4.30 Series, 150,000 shares of Preferred Stock, $4.00 Series, 40,000 shares of Preferred Stock, $3.70 Series, 130,000 shares of Preferred Stock, $3.50 Series, and 1,657,000 shares of Preferred Stock, $1.735 Series, are now outstanding, and none of the remaining shares of authorized Preferred Stock are designated as shares of any series; and the Board of Directors of the Company is expressly authorized to fix, to the extent permitted by law, the designation and certain of the description and terms with respect to each particular series of the Preferred Stock. 2. That the Board of Directors (or the Executive Committee thereof) of the Company, at a meeting duly convened and held on , at which a quorum was present and voting throughout, duly adopted the following resolution fixing the designation, description and terms (other than those which apply to all series of the Preferred Stock of the Company, - 2 - irrespective of any variations between the different series, for a statement of which reference is made to Paragraph VII of the Certificate of Amendment to the Articles of Incorporation of the Company filed in the office of the Secretary of State of Missouri on January 10, 1955) and authorizing the issue of a series of the Preferred Stock as follows: RESOLVED, that shares of the authorized but unissued Preferred Stock of the Company without par value be issued as shares of a series to be designated "Preferred Stock, $ Series", and that, pursuant to Paragraph VII of the Certificate of Amendment to the Articles of Incorporation of the Company filed in the office of the Secretary of State of Missouri on January 10, 1955, as amended by Certificates of Amendment to the Articles of Incorporation of the Company filed in the office of the Secretary of State of Missouri on January 10, 1969, October 22, 1974, and May 20, 1987, respectively, the Board of Directors hereby fixes for such series: (1) $ per share as the annual dividend rate, and the date of original issue of shares of such series as the date from which dividends shall be cumulative on all shares of such series issued prior to the record date for the dividend payment, which shall be the first dividend payment date for shares of such series; (2) Redemption prices shall be $ per share as the redemption price if redeemed prior to ; $ per share if redeemed on or thereafter and prior to ; $ per share if redeemed on or thereafter and prior to ; and $ per share if redeemed on or thereafter; together, in each case, with a sum in the case of each share so to be redeemed, computed at the annual dividend rate from the date from which dividends on such share became cumulative to the date fixed for such redemption, less the aggregate of the dividends theretofore or on such redemption date paid thereon; [provided, however, that prior to , none of the shares of Preferred Stock, $ Series, may be redeemed] [if such redemption is for the purpose or in anticipation of refunding any such shares through the use, directly or indirectly, of borrowed funds or through the use, directly or indirectly, of funds derived through the issuance or sale of Preferred Stock or stock of any other class ranking on a parity with or having any preference over the Preferred Stock as to assets or dividends, if such borrowed funds have an interest rate or annual cost of money to the Company (computed in accordance with generally accepted financial practice without any adjustment for commissions, underwriting discount and expenses) or such other stock has a dividend rate or annual cost of money to the Company, so computed, of % or less]; and - 3 - (3) The applicable redemption price per share, or in respect of any period in which no redemption price is fixed, $ per share, as the amount payable to the holders thereof in case of voluntary dissolution, liquidation or winding up of the affairs of the Company; and $ per share as the amount payable to the holders thereof in case of involuntary dissolution, liquidation or winding up of the affairs of the Company, together, in each case, with a sum in the case of each such share, computed at the annual dividend rate from the date from which dividends on such share became cumulative to the date fixed for the payment of such distributive amounts, less the aggregate of the dividends theretofore or on such date paid thereon. IN WITNESS WHEREOF, Union Electric Company has caused this Certificate to be executed on its behalf by , Vice President, and its corporate seal to be hereto affixed and said seal and this Certificate to be attested by , its Secretary, this day of . UNION ELECTRIC COMPANY By __________________________________ Vice President ATTEST: Secretary - 4 - STATE OF MISSOURI ) ) : SS.: CITY OF ST. LOUIS ) I, , a Notary Public, do hereby certify that on this day of , personally appeared before me , who, being by me first duly sworn, declared that he is a Vice President of Union Electric Company, that he signed the foregoing document as Vice President of said corporation, and that the statements therein contained are true. ___________________________________ EX-5 4 W.E. JAUDES OPIN/CONSENT EXHIBIT 5 March 4, 1994 (LOGO) Union Electric Company 1901 Chouteau Avenue St. Louis, MO 63103 Dear Sirs: I refer to the proposed issuance and sale by Union Electric Company (herein called the "Company") of aggregate stated value up to $100 million dollars of one or more new series of Preferred Stock (herein called the "New Stock"). I understand that the Company proposes to sell the New Stock to a group of investment banking firms (herein called the "Underwriters"), who propose to make a public offering thereof, all in accordance with the terms and provisions set forth in a Registration Statement being filed by the Company on Form S-3 with the Securities Act of 1933. I advise you that, in my opinion: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Missouri and is legally qualified to conduct in Illinois and Iowa the businesses in which it is now engaged in those States. 2. The issuance and sale of the New Stock will be approved by the Public Service Commission of Missouri and the Illinois Commerce Commission prior to said issuance and sale. 3. Upon (a) the Registration Statement with respect to the New Stock becoming effective under the Securities Act of 1933, (b) the fixing by the Board of Directors of the Company of the designation and distinctive terms of the New Stock and its final authorization of the issuance and sale of the New Stock to Underwriters pursuant to the terms of a duly executed contract between the Company and the Underwriters, (c) the filing in the Office of the Secretary of State of the State of Missouri of a certificate setting forth the designation, description and terms of the New Stock executed by the proper officers of the Company, (d) the execution of certificates for shares of the New Stock by the proper officers of the Company, the Transfer Agent and Registrar, and (e) the - 2 - delivery of such certificates against full payment therefor, in accordance with such authorizations of the Board of Directors and of the above-mentioned Commissions, such shares will be validly issued, full paid and non-assessable thereto as set forth in the Articles of Incorporation of the Company. I hereby consent to the use of a copy of the opinion as an exhibit to the Registration Statement and to the making of the statements with respect to me under the headings "Experts" and "Legal Opinions" in the Prospectus constituting a part of the Registration Statement. Yours truly, /s/ William E. Jaudes EX-12 5 COMPUTATION OF RATIOS EXHIBIT 12 PAGE 1 UNION ELECTRIC COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Year Ended December 31, ------------------------------------------------ 1989 1990 1991 1992 1993 -------- -------- -------- -------- -------- (Thousands of Dollars Except Ratios) Net income for the period................... $285,605 $294,219 $321,512 $302,748 $297,160 Add: Taxes based on income..................... 181,793 191,532 218,954 197,009 182,716 Fixed charges (see below)................. 177,611 188,698 168,380 136,227 130,914 -------- -------- -------- -------- -------- Earnings available for fixed charges and preferred stock dividend requirements of Company........... $645,009 $674,449 $708,846 $635,984 $610,790 ======== ======== ======== ======== ======== Fixed charges: Interest on debt.......................... $172,288 $183,215 $163,061 $125,798 $124,430 Amortization of premium and discount, less expense, on debt; and bond defeasance cost..................................... 4,283 4,369 4,148 9,521 5,170 Rentals (see note)........................ 1,040 1,114 1,171 908 1,314 -------- -------- -------- -------- -------- Total fixed charges...................... $177,611 $188,698 $168,380 $136,227 $130,914 Preferred stock dividend requirements of Company *(Adjusted for income tax effect)................................ 29,994 22,901 22,213 21,852 21,537 -------- -------- -------- -------- -------- Total fixed charges and preferred stock dividend requirements................ $207,605 $211,599 $190,593 $158,079 $152,451 ======== ======== ======== ======== ======== Ratio of earnings to fixed charges and preferred stock dividends.............. 3.11 3.19 3.72 4.02 4.01 ======== ======== ======== ======== ========
Note: Represents the interest factor applicable to rentals. * See following page for supporting computation. EXHIBIT 12 PAGE 2 UNION ELECTRIC COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Year Ended December 31, ----------------------------------------------------- 1989 1990 1991 1992 1993 --------- --------- --------- --------- --------- (Thousands of Dollars Except Ratios) Computation of preferred stock dividend requirements of Company, adjusted for income tax effect* Preferred stock dividend require- ments of Company, as shown on statement of earnings................ $ 19,134 $ 14,693 $ 14,059 $ 14,058 $ 14,087 Less deductible preferred stock dividends**........................... 2,085 2,085 2,085 2,085 1,973 -------- -------- -------- -------- -------- Non-deductible preferred stock dividends............................. $ 17,049 $ 12,608 $ 11,974 $ 11,973 $ 12,114 ======== ======== ======== ======== ======== Excess of net income before income taxes over net income (percentage) - See note below........................ 63.7% 65.1% 68.1% 65.1% 61.5% -------- -------- -------- -------- -------- Income tax effect on non-deductible preferred stock dividends*............ $ 10,860 $ 8,208 $ 8,154 $ 7,794 $ 7,450 Add: Deductible preferred stock dividends (above).................... 2,085 2,085 2,085 2,085 1,973 Non-deductible preferred stock dividends (above).................... 17,049 12,608 11,974 11,973 12,114 -------- -------- -------- -------- -------- Preferred stock dividend requirements of Company, adjusted for income tax effect............................ $ 29,994 $ 22,901 $ 22,213 $ 21,852 $ 21,537 ======== ======== ======== ======== ======== Note: Calculated as follows - Net income before income taxes................................ $467,398 $485,751 $540,466 $499,757 $479,876 Less net income...................... 285,605 294,219 321,512 302,748 297,160 -------- -------- -------- -------- -------- Excess - Taxes based on income............................... $181,793 $191,532 $218,954 $197,009 $182,716 ======== ======== ======== ======== ======== - Percentage of net income........... 63.7% 65.1% 68.1% 65.1% 61.5% ======== ======== ======== ======== ========
* Income tax adjustment to reflect pre-tax earnings required to meet preferred stock dividend. ** Dividends deductible on federal income tax return. EX-23 6 PRICE WATERHOUSE CONSENT EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated February 3, 1993, which appears on page 16 of the 1992 Annual Report to Stockholders of Union Electric Company, which is incorporated by reference in Union Electric Company's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by Form 10-K/A filed May 5, 1993. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 14 of such amended Annual Report on Form 10-K. We also consent to the reference to us under the heading Experts in such Prospectus. /s/ Price Waterhouse Price Waterhouse One Boatmen's Plaza St. Louis, Missouri March 4, 1994 EX-24 7 POWERS OF ATTORNEY EXHIBIT 24 CERTIFIED COPY OF RESOLUTION ADOPTED AT THE MEETING OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF UNION ELECTRIC COMPANY HELD ON TUESDAY, JANUARY 18, 1994 ------------------------------------------------------------------------ * * * * * * * * * * * RESOLVED, that the officers of this Company be and hereby are authorized and directed, with the assistance of counsel, to proceed, at such time or times as they may deem advisable, with the preparation of registration statements and prospectuses under the Securities Act of 1933, covering the proposed issue of one or more new series of Preferred Stock of the Company; and that the proper officers and directors of this Company be and hereby are authorized to execute such registration statements and such amendments thereto as they may deem necessary or desirable, including, in their discretion, an omnibus registration statement which includes previously registered but unissued securities; that the name of any officer or director of the Company, authorized or required to sign such registration statements or any amendment thereto, may be signed by Charles W. Mueller and/or Donald E. Brandt and/or James C. Thompson, and/or the duly appointed substitute thereof, pursuant to duly executed powers of attorney providing said named persons with, among other things, full power of substitution and revocation; that the officers of this Company be and hereby are authorized to file such registration statements and prospectuses and amendments thereto with the Securities and Exchange Commission when executed by or on behalf of the proper executive officers and the directors of the Company; and that Donald E. Brandt and James C. Thompson be and hereby are designated as the persons authorized to receive notices and communications from the Securities and Exchange Commission with respect to such registration statements; and further * * * * * * * * * * * I hereby certify that the foregoing is a true and correct copy of resolution adopted at the meeting of the Executive Committee of the Board of Directors of Union Electric Company, held pursuant to due notice on Tuesday, January 18, 1994 at the General Office Building of the Company, St. Louis, Missouri, and that such resolution is still in full force and effect. March 4, 1994 /s/ James C. Thompson Secretary [Corporate Seal] POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned Charles W. Mueller hereby appoints Donald E. Brandt and/or James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned as President (Principal Executive Officer) and a Director of Union Electric Company to a Registration Statement and any amendments thereto to be filed with the Securities and Exchange Commission under the Securities Act of 1933, covering Preferred Stock and previously registered but unissued securities of Union Electric Company authorized by the Executive Committee of the Company's Board of Directors on January 18, 1994, and, for the performance of the same acts, each with power to appoint in his place and stead and as his substitute, one or more attorneys-in- fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th day of February, 1994. /s/ C. W. Mueller --------------------------------(L.S.) STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 16th day of February, 1994, before me, the undersigned Notary Public in and for said State, personally appeared Charles W. Mueller, known to me to be the person de-scribed in and who executed the foregoing power of attorney and acknowledged to me that he executed the same as his free act and deed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. /s/ Barbara Lungwitz --------------------------------------- Barbara Lungwitz Notary Public - State of Missouri [Seal] My Commission Expires Sept. 2, 1995 City of St. Louis POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned Donald E. Brandt hereby appoints Charles W. Mueller and/or James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned as Senior Vice President (Principal Accounting and Financial Officer) of Union Electric Company to a Registration Statement and any amendments thereto to be filed with the Securities and Exchange Commission under the Securities Act of 1933, covering Preferred Stock and previously registered but unissued securities of Union Electric Company authorized by the Executive Committee of the Company's Board of Directors on January 18, 1994, and, for the performance of the same acts, each with power to appoint in his place and stead and as his substitute, one or more attorneys-in-fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th day of February, 1994. /s/ Donald E. Brandt ---------------------------------(L.S.) STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 16th day of February, 1994, before me, the undersigned Notary Public in and for said State, personally appeared Donald E. Brandt, known to me to be the person de-scribed in and who executed the foregoing power of attorney and acknowledged to me that he executed the same as his free act and deed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. /s/ Barbara Lungwitz --------------------------------------- Barbara Lungwitz Notary Public - State of Missouri [Seal] My Commission Expires Sept. 2, 1995 City of St. Louis POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned Sam B. Cook hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned as a Director of Union Electric Company to a Registration Statement and any amendments thereto to be filed with the Securities and Exchange Commission under the Securities Act of 1933, covering Preferred Stock and previously registered but unissued securities of Union Electric Company authorized by the Executive Committee of the Company's Board of Directors on January 18, 1994, and, for the performance of the same acts, each with power to appoint in his place and stead and as his substitute, one or more attorneys-in-fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th day of February, 1994. /s/ Sam B. Cook ---------------------------------(L.S.) STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 16th day of February, 1994, before me, the undersigned Notary Public in and for said State, personally appeared Sam B. Cook, known to me to be the person described in and who executed the foregoing power of attorney and acknowledged to me that he executed the same as his free act and deed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. /s/ Barbara Lungwitz --------------------------------------- Barbara Lungwitz Notary Public - State of Missouri [Seal] My Commission Expires Sept. 2, 1995 City of St. Louis POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned William E. Cornelius hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned as a Director of Union Electric Company to a Registration Statement and any amendments thereto to be filed with the Securities and Exchange Commission under the Securities Act of 1933, covering Preferred Stock and previously registered but unissued securities of Union Electric Company authorized by the Executive Committee of the Company's Board of Directors on January 18, 1994, and, for the performance of the same acts, each with power to appoint in his place and stead and as his substitute, one or more attorneys-in- fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 5th day of February, 1994. /s/ W. E. Cornelius ---------------------------------(L.S.) STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 5th day of February, 1994, before me, the undersigned Notary Public in and for said State, personally appeared William E. Cornelius, known to me to be the person de-scribed in and who executed the foregoing power of attorney and acknowledged to me that he executed the same as his free act and deed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. /s/ Barbara Lungwitz --------------------------------------- Barbara Lungwitz Notary Public - State of Missouri [Seal] My Commission Expires Sept. 2, 1995 City of St. Louis POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned Earl K. Dille hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned as a Director of Union Electric Company to a Registration Statement and any amendments thereto to be filed with the Securities and Exchange Commission under the Securities Act of 1933, covering Preferred Stock and previously registered but unissued securities of Union Electric Company authorized by the Executive Committee of the Company's Board of Directors on January 18, 1994, and, for the performance of the same acts, each with power to appoint in his place and stead and as his substitute, one or more attorneys-in- fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this day of February, 1994. /s/ Thomas A. Hays ____________________________(L.S.) STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this day of February, 1994, before me, the undersigned Notary Public in and for said State, personally appeared Earl K. Dille, known to me to be the person described in and who executed the foregoing power of attorney and acknowledged to me that he executed the same as his free act and deed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. /s/ Barbara Lungwitz --------------------------------------- Barbara Lungwitz Notary Public - State of Missouri [Seal] My Commission Expires Sept. 2, 1995 City of St. Louis POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned Thomas H. Jacobsen hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned as a Director of Union Electric Company to a Registration Statement and any amendments thereto to be filed with the Securities and Exchange Commission under the Securities Act of 1933, covering Preferred Stock and previously registered but unissued securities of Union Electric Company authorized by the Executive Committee of the Company's Board of Directors on January 18, 1994, and, for the performance of the same acts, each with power to appoint in his place and stead and as his substitute, one or more attorneys-in- fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 10th day of February, 1994. /s/ Thomas H. Jacobsen --------------------------------------(L.S.) STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 10th day of February, 1994, before me, the undersigned Notary Public in and for said State, personally appeared Thomas H. Jacobsen, known to me to be the person de-scribed in and who executed the foregoing power of attorney and acknowledged to me that he executed the same as his free act and deed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. /s/ Joy L. Moore ---------------------------------------- Joy L. Moore Notary Public - Notary Seal [Seal] State of Missouri St. Louis City My Commission Expires Oct. 22, 1996 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned Richard A. Liddy hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned as a Director of Union Electric Company to a Registration Statement and any amendments thereto to be filed with the Securities and Exchange Commission under the Securities Act of 1933, covering Preferred Stock and previously registered but unissued securities of Union Electric Company authorized by the Executive Committee of the Company's Board of Directors on January 18, 1994, and, for the performance of the same acts, each with power to appoint in his place and stead and as his substitute, one or more attorneys-in- fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th day of February, 1994. /s/ Richard A. Liddy --------------------------------------(L.S.) STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 16th day of February, 1994, before me, the undersigned Notary Public in and for said State, personally appeared Richard A. Liddy, known to me to be the person described in and who executed the foregoing power of attorney and acknowledged to me that he executed the same as his free act and deed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. /s/ Karen Little --------------------------------------- Karen Little Notary Public - Notary Seal State of Missouri [Seal] St. Louis County My Commission Expires Apr. 4, 1994 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned John Peters MacCarthy hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned as a Director of Union Electric Company to a Registration Statement and any amendments thereto to be filed with the Securities and Exchange Commission under the Securities Act of 1933, covering Preferred Stock and previously registered but unissued securities of Union Electric Company authorized by the Executive Committee of the Company's Board of Directors on January 18, 1994, and, for the performance of the same acts, each with power to appoint in his place and stead and as his substitute, one or more attorneys-in- fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 7th day of February, 1994. /s/ John Peters MacCarthy -------------------------------------(L.S.) STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 7th day of February, 1994, before me, the undersigned Notary Public in and for said State, personally appeared John Peters MacCarthy, known to me to be the person described in and who executed the foregoing power of attorney and acknowledged to me that he executed the same as his free act and deed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. /s/ Linda M. Dougherty --------------------------------------- Linda M. Dougherty Notary Public - State of Missouri [Seal] My Commission Expires Dec. 14, 1997 St. Louis County POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned Paul L. Miller, Jr. hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned as a Director of Union Electric Company to a Registration Statement and any amendments thereto to be filed with the Securities and Exchange Commission under the Securities Act of 1933, covering Preferred Stock and previously registered but unissued securities of Union Electric Company authorized by the Executive Committee of the Company's Board of Directors on January 18, 1994, and, for the performance of the same acts, each with power to appoint in his place and stead and as his substitute, one or more attorneys-in- fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th day of February, 1994. /s/ Paul L. Miller, Jr. -------------------------------(L.S.) STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 16th day of February, 1994, before me, the undersigned Notary Public in and for said State, personally appeared Paul L. Miller, Jr., known to me to be the person de-scribed in and who executed the foregoing power of attorney and acknowledged to me that he executed the same as his free act and deed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. /s/ Barbara Lungwitz ------------------------------------ Barbara Lungwitz Notary Public - State of Missouri My Commission Expires Sept. 2, 1995 City of St. Louis [Seal] POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned Robert H. Quenon hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned as a Director of Union Electric Company to a Registration Statement and any amendments thereto to be filed with the Securities and Exchange Commission under the Securities Act of 1933, covering Preferred Stock and previously registered but unissued securities of Union Electric Company authorized by the Executive Committee of the Company's Board of Directors on January 18, 1994, and, for the performance of the same acts, each with power to appoint in his place and stead and as his substitute, one or more attorneys-in- fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 8th day of February, 1994. /s/ Robert H. Quenon ----------------------------------(L.S.) STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 8th day of February, 1994, before me, the undersigned Notary Public in and for said State, personally appeared Robert H. Quenon, known to me to be the person described in and who executed the foregoing power of attorney and acknowledged to me that he executed the same as his free act and deed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. /s/ Barbara Lungwitz --------------------------------------- Barbara Lungwitz Notary Public - State of Missouri [Seal] My Commission Expires Sept. 2, 1995 City of St. Louis POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned Harvey Saligman hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned as a Director of Union Electric Company to a Registration Statement and any amendments thereto to be filed with the Securities and Exchange Commission under the Securities Act of 1933, covering Preferred Stock and previously registered but unissued securities of Union Electric Company authorized by the Executive Committee of the Company's Board of Directors on January 18, 1994, and, for the performance of the same acts, each with power to appoint in his place and stead and as his substitute, one or more attorneys-in- fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 8th day of February, 1994. /s/ Harvey Saligman ------------------------------------(L.S.) STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 8th day of February, 1994, before me, the undersigned Notary Public in and for said State, personally appeared Harvey Saligman, known to me to be the person described in and who executed the foregoing power of attorney and acknowledged to me that he executed the same as his free act and deed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. /s/ Barbara Lungwitz --------------------------------------- Barbara Lungwitz Notary Public - State of Missouri [Seal] My Commission Expires Sept. 2, 1995 City of St. Louis POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned Janet McAfee Weakley hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned as a Director of Union Electric Company to a Registration Statement and any amendments thereto to be filed with the Securities and Exchange Commission under the Securities Act of 1933, covering Preferred Stock and previously registered but unissued securities of Union Electric Company authorized by the Executive Committee of the Company's Board of Directors on January 18, 1994, and, for the performance of the same acts, each with power to appoint in his place and stead and as his substitute, one or more attorneys-in- fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal this 7th day of February, 1994. /s/ Janet M. Weakley -----------------------------------(L.S.) STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 7th day of February, 1994, before me, the undersigned Notary Public in and for said State, personally appeared Janet McAfee Weakley, known to me to be the person described in and who executed the foregoing power of attorney and acknowledged to me that she executed the same as her free act and deed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. /s/ Kathleen D. O'Reilly --------------------------------------- Kathleen D. O'Reilly Notary Public - Notary Seal [Seal] State of Missouri St. Louis County My Commission Expires June 3, 1997 -----END PRIVACY-ENHANCED MESSAGE-----